SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549


________________

 



SCHEDULE 13G


 



UNDER THE SECURITIES EXCHANGE
ACT OF 19341

 

(Final 
Amendment)

 



FIDELITY NATIONAL FINANCIAL, INC.


(Name of Issuer) 

 



Common Stock, par value $.0001 per share

(Title 
of Class of Securities)

 



316326107

(CUSIP 
Number)

 

April 5, 2005

(Date 
of Event which Requires Filing of This Statement)

 


Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:


 


[      ]  Rule 13d-1(b)


[  x  ]  Rule 13d-1(c)


[      ]  Rule 13d-1(d)


______________


 





1 The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to the subject class 
of securities, and for any subsequent amendment containing information which 
would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of 
the Act but shall be subject to all other provisions of the Act.

















CUSIP NO. 316326107
  
    1)
    Name of Reporting Person
    ALLTEL Corporation
  
  
     
    IRS Identification No.
    34-0868285
  
  
     
    of Above Person (Entities Only)
     
  
  
     
     
     
  
  
    2)
    Check the Appropriate
    (a) [  ]
  
  
     
    Box if a Member of a Group
    (b) [  ]
  
  
     
     
     
  
  
    3)
    SEC Use Only
     
  
  
     
     
     
  
  
    4)
    Citizenship or Place of Organization
    Delaware
  
  
     
     
     
  
  
    Number of Shares Beneficially Owned
    5)        Sole Voting 
    Power - *
  
  
    By Each Reporting Person With
     
  
  
     
     
    6)        Shared Voting 
    Power - *
  
  
     
     
     
  
  
     
     
    7)        Sole 
    Dispositive Power - *
  
  
     
     
     
  
  
     
     
    8)        Shared 
    Dispositive Power - *
  
  
     
     
     
  
  
     
     
    * See Item 5
  
  
     
     
     
  
  
    9)
    Aggregate Amount Beneficially
     
  
  
     
    Owned by Each Reporting Person
    See Item 5
  
  
     
     
     
  
  
    10)
    Check if the Aggregate Amount in
    [  ]
  



  
     
    Row (9) 
    Excludes Certain Shares
     
  
  
     
     
     
  
  
    11)
    Percent 
    of Class Represented by
     
  
  
     
    Amount 
    in Row (9)
    See 
    Item 5
  
  
     
     
     
  
  
     
     
     
  
  
     
     
     
  
  
    12)
    Type of 
    Reporting Person
    CO
  



 


2

FINAL AMENDMENT
TO
SCHEDULE 13G


  
    
    Item 1.
    
    (a) Name of Issuer:  Fidelity National Financial, Inc.
  
  
     
     
  
  
     
    
    (b) Address of Issuer's Principal Executive Offices:
  
  
     
     
  
  
     
                        
    601 Riverside Avenue
  
  
     
                        
    Jacksonville, Florida 32204
  
  
     
     
  
  
    
    Item 2.
    
    (a) Name of Person Filing:  ALLTEL Corporation
  
  
     
     
  
  
     
    
    (b) Address of Principal Business Office:
  
  
     
     
  
  
     
              
    One Allied Drive
  
  
     
              
    Little Rock, Arkansas 72202
  
  
     
     
  
  
     
    
    (c) Citizenship:  Delaware
  
  
     
     
  
  
     
    
    (d) Title of Class of Securities:  Common Stock, par value $.0001 per 
    share
  
  
     
     
  
  
     
    
    (e) CUSIP No.:  316326107
  
  
     
     
  
  
    
    Item 3.
    
    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), 
    check whether
  
  
     
    
    the person filing is a:
  
  
     
     
  
  
     
    
    (a) [  ]   Broker or dealer is registered under Section 15 of 
    the Act.
  



  
     
     
  
  
     
    (b) [  
    ]   Bank as defined in Section 3(a)(6) of the Act.
  
  
     
     
  
  
     
    (c) [  
    ]   Insurance company as defined in Section 3(a)(19) of the Act.
  
  
     
     
  
  
     
    (d) [  
    ]   Investment company registered under Section 8 of the 
    Investment Company
  
  
     
                 
    Act of 1940.
  
  
     
     
  
  
     
    (e) [  
    ]   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
  
  
     
     
  
  
     
    (f) [  
    ]   An employee benefit plan or endowment fund in accordance with 
    Rule 13d-
  
  
     
                
    1(b)(1)(ii)(F).
  
  
     
     
  
  
     
    (g) [  
    ]   A parent holding company or control person in accordance with 
    Rule 13d-
  
  
     
                
    1(b)(1)(ii)(G).
  
  
     
     
  
  
     
    (h) [  
    ]   A savings association as defined in Section 3(b) of the 
    Federal Deposit
  
  
     
                 
    Insurance Act (12 U.S.C. 1813).
  

3

  
     
    (i) [  
    ]   A church plan that is excluded from the definition of an 
    investment company
  
  
     
                 
    under Section 3(c)(14) of the Investment Company Act of 1940.
  
  
     
     
  
  
     
    (j) [  
    ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
  
  
     
     
  
  
    Item 4.
    
    Ownership
  
  
     
     
  
  
     
    Provide 
    the following information regarding the aggregate number and percentage of
  
  
     
    the 
    class of securities of the issuer identified in Item 1.
  
  
     
     
  
  
     
    (a)     
    Amount beneficially owned:  *
  
  
     
     
  
  
     
    (b)     
    Percent of class:  *
  
  
     
     
  
  
     
    (c)     
    Number of shares as to which reporting person has:
  
  
     
     
  
  
     
                   
    (i)     Sole power to vote or to direct the vote - *
  
  
     
     
  
  
     
                   
    (ii)    Shared power to vote or to direct the vote of - *
  
  
     
     
  
  
     
                   
    (iii)   Sole power to dispose or to direct the disposition of - *
  
  
     
     
  
  
     
                   
    (iv)   Shared power to dispose or to direct the disposition of - *
  
  
     
     
  
  
     
    *  
    See Item 5
  


  
     
     
  
  
    Item 5.
    
    Ownership of 5 Percent or Less of a Class
  
  
     
     
  
  
     
    If this 
    statement is being filed to report the fact that as of the date hereof the 
    reporting
  
  
     
    person 
    has ceased to be the beneficial owner of more than 5 percent of the class of
  
  
     
    
    securities, check the following box.  [x]
  
  
     
     
  
  
    Item 6.
    
    Ownership of More than 5 Percent on Behalf of Another Person
  
  
     
     
  
  
     
    Not 
    Applicable.
  
  
     
     
  
  
    Item 7.
    
    Identification and Classification of the Subsidiary Which Acquired the 
    Security Being
  
  
     
    
    Reported on by the Parent Holding Company or Control Person
  
  
     
     
  
  
     
    Not 
    Applicable.
  
  
     
     
  
  
    Item 8.
    
    Identification and Classification of Members of the Group
  
  
     
     
  
  
     
    Not 
    Applicable.
  



 


4


 


  
    Item 9.
    Notice 
    of Dissolution of Group
  
  
     
     
  
  
     
    Not 
    Applicable.
  
  
     
     
  
  
    Item 
    10.
    
    Certification
  
  
     
     
  
  
     
    By 
    signing below I certify that, to the best of my knowledge and belief, the 
    securities
  
  
     
    
    referred to above were not acquired for the purpose of or with the effect of 
    changing or
  
  
     
    
    influencing the control of the issuer of the securities and were not 
    acquired in
  
  
     
    
    connection with or as a participant in any transaction having that purpose 
    or effect.
  



 


5

 

SIGNATURE
After reasonable inquiry and to the best  knowledge and belief 
of the undersigned, the undersigned certifies that the 
information set forth in this statement is true, complete and correct.
Dated: April 7, 2005


 
  
  
 
  
  
  

  ALLTEL CORPORATION
  
 
 
  
  
 
  
  
   
 
 
  
  
 
  
  
  
 
  
 
 
  
   
  
  By: /s/ Francis X. Frantz
 
 
  
  
 
  
  
        Francis X. Frantz
 
 
  
  
 
  
  
        Executive Vice President and Secretary
 
 

 


 





6